Bari Harlam
AterianAbout Bari A. Harlam
Independent Class I director of Aterian since February 2020; age 63 as of June 25, 2025, with a career spanning consumer/retail marketing leadership and academia. She holds a B.S., M.S., and Ph.D. in Marketing from The Wharton School, University of Pennsylvania. Background includes EVP/CMO roles at Hudson’s Bay Company and BJ’s Wholesale, CMO at Upserve, senior marketing at CVS Health, and professorships at Columbia University and the University of Rhode Island; she co‑founded Trouble LLC in February 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson’s Bay Company (TSX: HBC) | EVP, Chief Marketing Officer North America | Apr 2018 – Mar 2020 | Senior operating leader in retail marketing . |
| BJ’s Wholesale Club (NYSE: BJ) | EVP, Membership, Marketing & Analytics | Jul 2012 – Dec 2016 | Drove membership/analytics initiatives . |
| Upserve (fka Swipely) | Chief Marketing Officer | Aug 2011 – Jul 2012 | Growth-stage CMO . |
| CVS Health (NYSE: CVS) | SVP, Marketing | 2000 – Aug 2011 | Led marketing at national scale . |
| Columbia University | Professor | Jul 1989 – Jul 1992 | Academic career foundation . |
| University of Rhode Island | Professor | Jul 1992 – Jul 2000 | Academic career . |
| The Wharton School (UPenn) | Adjunct Professor | Jan 2015 – May 2018 | Marketing expertise . |
| Trouble LLC | Co‑founder | Feb 2020 – Present | Pro‑social experience brand . |
External Roles
| Organization | Role | Since/To | Committees/Notes |
|---|---|---|---|
| OneWater Marine Inc. (Nasdaq: ONEW) | Director; Chair, Compensation Committee | Since May 2020 – Present | Compensation Chair . |
| Eastern Bank | Director | Since Feb 2014 – Present | Chair, Trust; Member, Nominating & Governance, Innovation, Charitable Foundation . |
| Mattress Warehouse | Director | Since Feb 2023 – Present | Board service . |
| Rite Aid (NYSE: RAD) | Director | Sep 2020 – Aug 2024 | Member, Nominating & Governance until Aug 2024 . |
Board Governance
- Committee assignments (Aterian): Chair, Compensation Committee; not a member of Audit. All committee members are independent under Nasdaq/SEC rules. Aterian has standing Audit and Compensation Committees; no separate Nominating Committee (functions handled by the full Board/independent directors) .
- Independence and attendance: Board determined Ms. Harlam is independent. In FY2024, Board met 6x, Audit 4x, Compensation 6x; no director attended fewer than 75% of meetings; independent directors meet in executive session; all directors attended the 2024 stockholder meeting (virtual) .
- Board structure: Classified board; Ms. Harlam is Class I, term expiring at the 2026 annual meeting. Chairman is William Kurtz (separate from CEO) .
- Related-party oversight: Audit Committee approves related-party transactions; none meeting disclosure thresholds since Jan 1, 2024. Compensation Committee interlocks: none, and no relationships requiring Item 404 disclosure .
Committee Membership Table (Aterian)
| Name | Audit | Compensation |
|---|---|---|
| Sarah Liebel | X | |
| William Kurtz | X | X |
| Bari A. Harlam | X (Chair) | |
| Susan Lattmann | X (Chair) | X |
Fixed Compensation
- Policy (non‑employee directors): Annual compensation payable at each director’s election one‑third in cash and two‑thirds in restricted common stock. Fees revised August 16, 2024 (prorated if partial year) .
| Fee Component | Policy Before Aug 16, 2024 | Policy As Revised Aug 16, 2024 |
|---|---|---|
| Board retainer (each director) | $150,000 | $150,000 |
| Chair of Board | $25,000 | $55,000 |
| Audit Committee Chair | $15,000 | $20,000 |
| Compensation Committee Chair | $10,000 | $15,000 |
| Audit Committee member | $7,500 | $10,000 |
| Compensation Committee member | $5,000 | $7,500 |
- Individual director compensation (Ms. Harlam):
| Year | Fees Earned/Paid in Cash $ | Stock Awards $ | Total $ |
|---|---|---|---|
| 2023 | 65,000 | 89,189 | 154,189 |
| 2024 | 61,875 | 93,330 | 155,205 |
Mix (2024): ~40% cash / ~60% equity, reflecting alignment via restricted stock awards .
Performance Compensation
- Director equity is time‑based restricted stock (no disclosed performance metrics). Grants are made under the 2018 Equity Incentive Plan and are subject to vesting .
| Grant Date | Award Type | Shares | Price | Vesting / Notes | Resulting Beneficial Ownership |
|---|---|---|---|---|---|
| 08/16/2024 | Restricted Common Stock | 33,693 | $0 | Subject to vesting (2018 Plan) | 59,226 shares after transaction |
| 08/13/2025 | Restricted Common Stock | 78,034 | $0 | Subject to vesting (2018 Plan) | 137,260 shares after transaction |
Compensation Committee uses independent consultant Pearl Meyer; independence affirmed; committee meets outside presence of executives when determining CEO/CFO pay and oversees stock ownership guidelines generally .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committee Roles |
|---|---|---|---|
| OneWater Marine Inc. | Nasdaq: ONEW | Director | Chair, Compensation Committee |
| Eastern Bank | — | Director | Chair, Trust; Member, Nominating & Governance, Innovation, Charitable Foundation |
| Mattress Warehouse | — | Director | — |
| Rite Aid | NYSE: RAD | Former Director (through Aug 2024) | Member, Nominating & Governance (until end of tenure) |
Compensation committee interlocks: none; no Item 404 relationships reported among Aterian’s comp committee members in 2024 .
Expertise & Qualifications
- Domain: Consumer packaged goods, retail, e‑commerce, data‑driven marketing; academic rigor via Wharton Ph.D. .
- Aterian board cites marketing and CPG/retail expertise as qualifications for service .
Equity Ownership
| As-of Date | Total Beneficial Ownership (Shares) | % of Outstanding | Breakdown | Notes |
|---|---|---|---|---|
| Jun 16, 2025 | 59,226 | <1% | 42,380 shares held directly; 16,846 restricted shares subject to vesting (RS have voting rights) | Based on 9,931,860 shares outstanding as of Jun 24, 2025 . |
| Dec 31, 2024 | — | — | Restricted stock held (count): 59,226 shares | Ownership detail of restricted stock at year‑end 2024 . |
No pledging or hedging disclosures specific to Ms. Harlam were identified; no related‑party transactions requiring disclosure since Jan 1, 2024 .
Governance Assessment
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Strengths
- Independent director; chair of Compensation Committee; committee relies on independent consultant (Pearl Meyer) and conducts executive compensation deliberations outside management presence—good compensation governance hygiene .
- Solid engagement: Board and committee attendance thresholds met; independent executive sessions; full attendance at annual meeting .
- Alignment: Director pay intentionally equity‑heavy (two‑thirds stock), with continuing restricted stock grants; 2024 and 2025 Form 4s confirm ongoing equity accrual subject to vesting .
- No comp committee interlocks and no related‑party transactions requiring disclosure—reduced conflict risk .
-
Watch items
- No separate Nominating Committee (duties handled by full Board/independent directors); while permissible, some investors prefer a dedicated nom/gov committee for clearer accountability .
- Classified board structure may entrench governance and delay change-in-control dynamics, a potential investor concern independent of Ms. Harlam’s role .
-
RED FLAGS observed: None specific to Ms. Harlam (no attendance shortfalls, no Item 404 related‑party transactions, no interlocks). Note: Director equity is time‑based (not performance‑based), which is common for directors but reduces explicit pay‑for‑performance linkage.
-
Additional context
- Say‑on‑pay frequency proposal: Board recommended every three years in 2025; not a direct referendum on director pay but relevant to compensation governance cadence .
- Audit oversight and auditor independence processes documented; no issues flagged in Audit Committee report (broader board effectiveness signal) .
Citations: External Form 4 sources: 08/16/2024 grant (33,693 shares) ; 08/13/2025 grant (78,034 shares) .